Corporate & Business Litigation

Corporate Litigation Matters

The Group represents corporations, directors, substantial stockholders, partnerships, limited and general partners, and limited liability companies in lawsuits involving challenges to mergers, acquisitions and financing transactions, takeover battles and proxy contests, issues under the Delaware corporate and other business entity statutes, and class and derivative actions asserting breaches of fiduciary duty. Members of the Group also regularly represent special committees of independent directors in connection with the investigation of potential and pending derivative claims.

Matters of National Significance

Because of the importance of the Delaware corporate law and the Delaware Court of Chancery’s position as the preeminent court in the United States for the resolution of business disputes, the cases in which the Group serves as counsel often involve issues of national significance. In addition, because Delaware is the chosen state of incorporation for the majority of Fortune 500 corporations, many of the clients that the Group represents are multi-billion dollar national and international corporations, including Viacom Inc., BP Amoco, Wyeth (formerly American Home Products), Hallmark, Unocal Corporation, and Sabre/Travelocity. On a daily basis, members of the Group litigate with and against many of the top lawyers and law firms around the nation. The attorneys in the Group have argued many of the landmark cases that establish the principles of Delaware corporate law and define the fiduciary duties that govern boards of directors of many of the major corporations in the United States.

Shaping Delaware Corporation Law

In addition to its sophisticated and dynamic litigation practice, the Group also assists the Corporate Law Counseling Group in pre-litigation planning matters such as mergers and acquisitions, conflict transactions, restructurings, and proxy contests and consent solicitations. The Group also advises special committees charged with reviewing conflict transactions and stockholder derivative claims. Group members play key roles in the drafting and updating of the Delaware General Corporation Law and have testified as expert witnesses on Delaware law issues in courts of other jurisdictions and foreign countries.

Business Litigation Matters

The Group provides a full range of litigation services to national corporate clients and locally-based businesses. Members of the Litigation Group regularly appear before all of the major Delaware trial and appellate courts, state and federal, local boards and administrative agencies, and before trial and appellate courts nationwide. The Group’s attorneys represent clients in a wide variety of commercial, contract and employment cases including business disputes of virtually every kind, employment discrimination and sexual harassment, construction, products liability, banking and financial services, contested guardianships and more.

Litigation Group members have recently represented an international company in construction litigation relating to a power plant in Puerto Rico. Group members have also represented major pharmaceutical companies in connection with several types of product liability claims as well as in class action suits relating to product advertising. Group attorneys have represented a fiber optic networking company in a groundbreaking case before the Delaware Public Service Commission concerning the ability of telecommunication firms to obtain fair and equal access to utility poles for the installation of networks and the Delaware Insurance Commissioner in litigation related to the breakup of a business affiliation between two large health insurers. The Group also continues to represent several major companies in connection with product liability claims relating to tobacco products, benzene, vinyl chloride and asbestos.

Morris Nichols Litigation Suite for Visiting Counsel

The Litigation Suite for visiting counsel features 4,000+ climate-controlled sq. ft., including seven offices, three workstations, two conference rooms, a war room, shelved document prep areas, a fully stocked kitchenette, multiple supply closets, on-site parking, private entry and 24-hour security. All rooms and workstations are equipped with high-speed Internet access and direct-dial telephone numbers with voicemail. There is a separate private network to interface with your computers, as well as multiple area printers, scanners and audio-visual equipment. High-speed black & white and color copiers are also available. IT support, litigation support and facility services are included. Courtroom technology set-ups, equipment acquisitions, in-house copy service, courier service, shuttle, food service, and extended HVAC are also available. Centrally located in downtown Wilmington in the 1201 Building, the Litigation Suite is within walking distance of courthouses and overnight accommodations at the Hotel du Pont and the Wilmington Sheraton Suites.

Wilmington, DE (December 12, 2018) – Morris, Nichols, Arsht & Tunnell LLP is pleased to announce nine attorneys associated with the firm were admitted to the Delaware bar on Wednesday, December 12, 2018.
“We are proud of this talented group of young attorneys as they complete this rite of passage,” said Morris Nichols hiring partner... Continue Reading

Wilmington, DE (November 14, 2018) – Benchmark Litigation has released its annual legal directory focusing exclusively on the litigation and disputes market. The 2019 edition again ranks Morris, Nichols, Arsht & Tunnell LLP in the top “Highly Recommended” band for Delaware law firms.
Nine Morris Nichols attorneys were ranked as leading... Continue Reading

Wilmington, DE (November 1, 2018) – Morris, Nichols, Arsht & Tunnell LLP has been recognized in twenty-four practice areas in the 2019 edition of U.S. News - Best Lawyers “Best Law Firms.”
Once again, the firm was selected for inclusion in the national category for “Litigation – Mergers & Acquisitions” and a variety of... Continue Reading

Wilmington, DE (September 4, 2018) – Law360 released its list of 2018 Regional Powerhouses, recognizing Morris, Nichols, Arsht & Tunnell LLP among the top Delaware law firms.
“With roots dating back to the Great Depression,” Morris Nichols “earned its place in the high-stakes and demanding legal climate of Delaware by taking on major... Continue Reading

Wilmington, DE (August 15, 2018) – Thirty-three attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2019 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 87,000 eligible attorneys.
Three firm attorneys earned “Lawyer of the Year” designations... Continue Reading

Wilmington, DE (May 31, 2018) – The Legal 500 United States 2018 has ranked Morris, Nichols, Arsht & Tunnell LLP in its nationwide guide to the leading law firms in the United States.
This is the fourth year in a row that Morris Nichols earned recognition in two mergers and acquisitions categories—“Dispute resolution: M&A:... Continue Reading

Wilmington, DE (November 1, 2017) – Morris, Nichols, Arsht & Tunnell LLP has been recognized in twenty practice areas in the 2018 edition of U.S. News - Best Lawyers "Best Law Firms." In the 2018 rankings, the firm was once again selected for inclusion in the national category for “Litigation – Mergers & Acquisitions” as well as a... Continue Reading

Wilmington, DE (October 17, 2017) – Benchmark Litigation has released its 2018 guide to the leading U.S. litigation law firms. Once again, Benchmark ranked Morris Nichols in the “Highly Recommended” band for Delaware, with peers noting the firm is a top player in the First State.
Nine Morris Nichols attorneys were ranked as leading Delaware... Continue Reading

Wilmington, DE (August 15, 2017) – Thirty-two attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2018 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 83,000 eligible attorneys.
Six firm attorneys earned “Lawyer of the Year” designations (noted... Continue Reading

Wilmington, DE (May 31, 2017) – The Legal 500 United States 2017 results have been released and once again “top-notch firm” Morris, Nichols, Arsht & Tunnell LLP ranks among leading U.S. law firms in two M&A categories.
The Legal 500 US ranking tables organize various practice areas into a single national ranking, spotlighting law... Continue Reading

On Thursday, February 9, Justice Randy J. Holland announced his retirement, ending a 30-year tenure of service on the closely-watched Delaware Supreme Court bench.
A Law360 tribute article noted Justice Holland’s tremendous contributions to the First State’s high court, authoring more than 700 opinions, including many that have shaped Delaware... Continue Reading

Wilmington, DE (January 3, 2017) – Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Ryan Stottmann and Jeremy Tigan have been elected partners effective January 1, 2017. “We are delighted to welcome Ryan and Jeremy to the partnership and congratulate them on this significant career accomplishment,” said Rodger D. Smith II,... Continue Reading

Wilmington, DE (November 1, 2016) – U.S. News – Best Lawyers® has once again ranked Morris, Nichols, Arsht & Tunnell LLP in its annual guide of the “Best Law Firms.” In the 2017 edition, the firm was selected for inclusion in the national category for “Litigation - Mergers & Acquisitions” as well as a diverse array of Delaware... Continue Reading

Wilmington, DE (October 24, 2016) – Benchmark Litigation has released its 10th anniversary guide to the leading litigation firms in the United States. The 2017 publication again ranked Morris Nichols “Highly Recommended” for Delaware with Benchmark noting the firm’s reputation “one of the most respected presences in the Delaware legal... Continue Reading

Wilmington, DE (August 15, 2016) – Thirty attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2017 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 79,000 eligible attorneys.
Six firm attorneys earned “Lawyer of the Year” designations (noted... Continue Reading

Wilmington, DE (June 15, 2016) – Morris, Nichols, Arsht & Tunnell LLP has been ranked as a leading M&A law firm in The Legal 500 United States 2016. Now in its tenth edition, the U.S. guide organizes various practice areas into a single national ranking to highlight firms with a national presence in sophisticated and complex... Continue Reading

This month’s Corporate Control Alert features an in-depth Q&A interview with former Vice Chancellor and Morris Nichols senior counsel Donald F. Parsons, Jr. Reflecting on his 12 years on the Chancery bench, Don discusses the Court’s evolving approach to M&A-related fiduciary duty litigation and several important cases from his tenure,... Continue Reading

Wilmington, DE (May 3, 2016) – Six partners from Morris, Nichols, Arsht & Tunnell LLP have been included in Best Lawyers Business Edition’s list of 2016 Women in the Law. Featuring peer-nominated attorneys in 140 practice areas, the list is part of the inaugural Best Lawyers Business Edition publication, produced in collaboration with the... Continue Reading

Wilmington, DE (April 29, 2016) – Morris, Nichols, Arsht & Tunnell LLP has been selected as one of the top twenty corporate law firms in the 2016 edition of The Who’s Who Legal 100.
Featuring law firms renowned for the experience of their attorneys across a board range of corporate transactions, including mergers and acquisitions and... Continue Reading

Wilmington, DE (February 17, 2016) – Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that former Vice Chancellor Donald F. Parsons, Jr. will be joining the firm as Senior Counsel in March 2016. Vice Chancellor Parsons retired from the Delaware Court of Chancery in October 2015. During his tenure on the bench, Vice Chancellor... Continue Reading

Wilmington, DE (January 4, 2016) – Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Mac Measley, Andrew Remming and Jason Russell have been elected partners, and that Karl Randall has been promoted to special counsel, effective January 1, 2016. “We are proud to congratulate Mac, Andrew, Jason, and Karl on reaching these... Continue Reading

Wilmington, DE (November 2, 2015) – U.S. News – Best Lawyers® has once again ranked Morris, Nichols, Arsht & Tunnell LLP in its annual guide of the “Best Law Firms.” In the 2016 edition, the firm was selected for inclusion in a diverse array of bankruptcy, corporate, intellectual property, and trust law practice areas in Delaware. The... Continue Reading

Wilmington, DE (October 15, 2015) – Today, Benchmark Litigation unveiled its 2016 guide to the leading litigation firms in the United States. The publication again ranked Morris Nichols “Highly Recommended” for Delaware. Benchmark sources report, “When it comes to Delaware Chancery litigation, they are the best.”
In addition to the... Continue Reading

Wilmington, DE (August 17, 2015) – Thirty attorneys from Morris, Nichols, Arsht & Tunnell LLP were selected for inclusion in the 2016 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 79,000 eligible attorneys.
Jack B. Blumenfeld was named the Best Lawyers® 2016 Litigation-Intellectual... Continue Reading

Wilmington, DE (June 8, 2015) – Morris, Nichols, Arsht & Tunnell LLP partner William M. Lafferty has been named to the Lawdragon 500 Leading Lawyers in America for 2014-2015. The 10th anniversary edition of the guide features just 500 top attorneys practicing in the United States. Bill stands among just 12 other Delaware attorneys... Continue Reading

Wilmington, DE (June 3, 2015) – Morris, Nichols, Arsht & Tunnell LLP has been ranked as a leading M&A law firm in The Legal 500 United States 2015. Now in its ninth edition, the U.S. guide organizes various practice areas into a single national ranking. “Only a small number of firms in the United States have a truly national... Continue Reading

On Friday, Feb. 27, 2015, Vice Chancellor Laster issued an opinion that said an expert witness must have “a body and brain” to testify. The ruling occurred after a party attempted to designate a corporate entity as a witness. Morris Nichols partner John P. DiTomo discussed the ruling with Law360. “People are just going to have to... Continue Reading

Wilmington, DE (November 3, 2014) – In the 2015 edition of the U.S. News – Best Lawyers® rankings of the “Best Law Firms”, Morris, Nichols, Arsht & Tunnell LLP was selected for inclusion in a diverse array of bankruptcy, corporate, intellectual property, and trust law practice areas in Delaware. The 16 practice... Continue Reading

Wilmington, DE (September 24, 2014) – The 2015 edition of Benchmark Litigation recognizes Morris, Nichols, Arsht & Tunnell LLP as a “Highly Recommended” law firm in Delaware. The guide notes that Morris Nichols “has developed a national reputation as a leading general commercial litigation, bankruptcy, and... Continue Reading

Wilmington, DE (August 18, 2014) – Twenty-eight attorneys from Morris, Nichols, Arsht & Tunnell were selected for inclusion in the 2015 edition of The Best Lawyers in America®. The results are based on peer-review evaluations from more than 50,000 attorneys.
Two partners received special recognition as 2015 Delaware Lawyer of the Year: Jack... Continue Reading

Wilmington, DE (May 19, 2014) – 17 Morris Nichols attorneys have been selected for inclusion in Super Lawyers - Delaware Edition 2013. Jack Blumenfeld and A. Gilchrist Sparks, III, were named to the Best of the Best Top 10 Delaware Super Lawyers list. In addition, attorneys Eric Klinger-Wilensky and Curtis Miller were recognized as 2014 Delaware... Continue Reading

Wilmington, DE (May 23, 2014) – The 2014 edition of Chambers USA: America’s Leading Lawyers for Business today ranked twenty-one Morris Nichols’ attorneys and four practice groups as best in Delaware.
Chambers annually conducts in-depth interviews of commercial users of legal services to assess the strengths and reputations of US... Continue Reading

Wilmington, DE (March, 2014) – The Firm congratulates its 21 attorneys who will be included in the 2014 Chambers USA “Leaders in their Field” legal directory by Chambers & Partners. Several practices and lawyers are recognized in more than one area.
Delaware
A Gilchrist Sparks III, Chancery & Corporate /M&A
Derek... Continue Reading

Wilmington, DE (January 3, 2014) – Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Susan Wood Waesco and Kevin Coen have been elected partners effective January 1, 2014. Rick Alexander, Chair of the firm’s Executive Committee, made the announcement.
Susan Wood Waesco joined Morris Nichols in 2002 and is a member of... Continue Reading

Wilmington, DE (November 11, 2013) – Morris Nichols' Delaware Alert: A Third Circuit Panel Strikes Down the Court of Chancery's Confidential Arbitrations was featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation, November 8, 2013.
The Alert provides an analysis of a three-judge panel of the U.S. Court of... Continue Reading

Wilmington, DE (August 21, 2013) – Morris Nichols is pleased to announce that two thirds of the firm's partnership have been selected for inclusion in the 2014 edition of The Best Lawyers in America. The firm was noted for 60 individual specialty selections, 22 "Top-Listed" practice specialties, and five individual 2014 Delaware Lawyers of the... Continue Reading

Wilmington, DE (May 22, 2013) – Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that nine Morris Nichols’ attorneys and three practice areas have been selected as among the best in Delaware by the 2013 edition of Benchmark Litigation. Benchmark’s research included competitors who described Morris Nichols litigators... Continue Reading

Wilmington, DE (May 24, 2013) – The 2013 edition of Chambers USA: America’s Leading Lawyers for Business today ranked seventeen Morris Nichols’ attorneys and four practice groups as best in Delaware.
Chambers annually conducts in-depth interviews of commercial users of legal services to assess the strengths and reputations of US... Continue Reading

Wilmington, DE (May 23, 2013) – 22 Morris Nichols attorneys have been selected for inclusion in Super Lawyers - Delaware Edition 2013. Rick Alexander and A. Gilchrist Sparks, III, were named to the Best of the Best Top 10 Delaware Super Lawyers list.
Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who... Continue Reading

Wilmington, DE (January 7, 2013) – Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Patricia O. Vella and John P. DiTomo have been elected partners, and that Katherine H. Betterly has been promoted to Special Counsel, effective January 1, 2013. Rick Alexander, Chair of the firm’s Executive Committee, made the... Continue Reading

Wilmington, DE (August 31, 2012) – 28 Morris Nichols attorneys have been named to The Best Lawyers in America 2013 in twenty two practice areas.
Morris Nichols lawyers were selected for outstanding reputations and distinguished work in their practice areas based on a confidential peer-review survey of the top attorneys in the country, according... Continue Reading

Wilmington, DE – March 8, 2011 – Bill Lafferty, Morris Nichols Corporate and Business Litigation Group partner, has been inducted as a Fellow of the American College of Trial Lawyers. The College is widely considered to be among the most prestigious legal associations in America, with Fellowship extended by invitation only to... Continue Reading

Wilmington, DE - September 14, 2010 - William Lafferty, Morris Nichols Corporate Litigation Group partner, headed the Morris Nichols trial team that represented eBay Inc. in its successful shareholder dispute against craigslist. The September 9 opinion in favor of eBay by Chancellor William B. Chandler III of the Delaware Court of Chancery... Continue Reading

Wilmington, DE – May 13, 2010 – Morris Nichols partners Rick Alexander, Jack Blumenfeld, Bill Lafferty and Ken Nachbar have been named to the Lawdragon 500 Leading Lawyers in America 2010 guide, an independent listing of the nation’s most elite attorneys. Morris Nichols had more honorees than any other Delaware law... Continue Reading

Wilmington, DE – November 30, 2009 – Morris, Nichols, Arsht & Tunnell LLP lawyers A. Gilchrist Sparks, III, William H. Sudell, Jr. and Kenneth J. Nachbar have been named 2010 Delaware Lawyers of the Year by the Best Lawyers in America Guide. The firm’s lawyers received three of the six honors recognizing Delaware’s... Continue Reading

Wilmington, DE – August 31, 2009 – The Third Circuit Court of Appeals has agreed with Morris Nichols’ interpretation of the Professional Amateur Sports Protection Act (PASPA) and ruled in favor of its clients – all of the major national professional sports leagues, including the NFL, MLB, NBA, NHL, and the NCAA – that Delaware’s plan to... Continue Reading

Wilmington, DE – June 3, 2009 – Corporate and Business Litigation and Corporate Law Counseling Group partner A. Gilchrist Sparks III has been profiled in the feature article Company Man that appears in Pennsylvania (and Delaware) Super Lawyers 2009, released this week. He is the only Delaware attorney to be so honored.
Described... Continue Reading

Wilmington, DE – June 3, 2009 – Super Lawyers® magazine has named 18 Morris Nichols attorneys as top legal counsel in Delaware for 2009, three more than were listed in 2008.
The selections for Super Lawyers are made by Law & Politics who undertakes a rigorous selection process that includes a statewide survey of lawyers, independent... Continue Reading

Wilmington, DE – June 12, 2009 – The 2009 edition of Chambers USA: America’s Leading Lawyers for Business today ranked twenty Morris Nichols’ attorneys and five practice groups as best in Delaware.
Chambers annually conducts in-depth interviews of commercial users of legal services to assess the strengths and reputations of US... Continue Reading

Wilmington, DE – May 14, 2009 – Excerpts from the Delaware Supreme Court brief filed by Morris Nichols’ Corporate and Business Litigation Group partner Ken Nachbar on behalf of the National Football League were featured in a LegalNewsline article today about the NFL’s petition to block a pending sports betting bill awaiting... Continue Reading

Wilmington, DE – March 5, 2009 – Morris Nichols corporate and business litigation partner S. Mark Hurd was quoted in a front page article published by the International Financial Law Review that focused on the Delaware Chancery Court decisions AIG and In Re Citigroup.
In Delaware courts clear Citigroup and AIG, Mark provided... Continue Reading

Articles

Statutory appraisal remedies allow stockholders who believe they have received inadequate consideration in certain transactions, such as mergers or consolidations, to obtain a judicial determination of the fair value of their shares. Over the years,...

A Q&A guide to responding to a complaint in a trial court of general jurisdiction in Delaware. This Q&A addresses the time to respond, extending the time to respond, pre-answer motions, answers, replies to the answer, counterclaims,...

A Q&A guide to commencing an action in Delaware. This Q&A addresses the requirements for drafting and filing initiating papers, serving process, and amending the complaint. Answers to questions can be compared across a number of jurisdictions...

In the new Research Handbook on Mergers and Acquisitions from Edward Elgar Publishing, Morris Nichols senior counsel Don Parsons co-authors the chapter on “Activist Stockholders, Corporate Governance Challenges, and Delaware Law.”

A Q&A guide to the various provisional remedies available in Delaware state courts. This Q&A addresses the legal standards in Delaware for obtaining provisional remedies, the application procedures for each remedy, and limitations imposed on...

The Business Law Section of the American Bar Association hosted the 2016 Spring Meeting in Montréal from April 7 to 9, 2016. Former Vice Chancellor and Morris Nichols senior counsel Donald F. Parsons, Jr. served as a panelist in the Dispute...

A Q&A guide on the different ways to respond to a discovery subpoena issued in a Delaware civil proceeding. This Q&A addresses the requirements for complying with a discovery subpoena, objecting to a discovery subpoena seeking documents,...

A Q&A guide to drafting, issuing, serving, and enforcing a discovery subpoena in a Delaware civil proceeding. This Q&A addresses the state statutes and rules governing discovery subpoenas, the types of discovery subpoenas available, the...

A Q&A guide to general litigation information for Delaware. This State Q&A covers the Delaware state court structure, state statutes and rules governing litigation procedure, and the attorney admissions process (including admission without...

A Q&A guide to appealing from a trial court of general jurisdiction in Delaware. This Q&A addresses starting an appeal (as of right or by permission), obtaining a stay pending appeal, completing preliminary requirements (like mediation),...

A Q&A guide to appealing from an intermediate appellate court to the court of last resort in Delaware. This Q&A addresses starting an appeal (as of right or by permission), obtaining a stay pending appeal, completing preliminary requirements...

Morris Nichols’ “Delaware Alert: A Third Circuit Panel Strikes Down the Court of Chancery’s Confidential Arbitrations” was featured on the Harvard Law School Forum on Corporate Governance and Financial Regulation on...

John P. DiTomo, Morris Nichols Corporate and Business Litigation Group member, authored “The U.S. Court of Appeals for the Third Circuit Strikes Down Delaware’s Confidential Arbitration Program,” published in the November 2013 State...

Client Alerts

The Delaware Supreme Court recently issued an important opinion overruling its long-standing decision in Sternberg v. O’Neil, 550 A. 2d 1105 (1988) and holding that the Delaware registration statute does not provide a basis for asserting general...

In a decision consistent with the outcome of a number of recent appraisal cases, the Delaware Court of Chancery in LongPath Capital, LLC v. Ramtron International Corp. relied on the negotiated merger price as the best evidence of “fair...

In an opinion on a consolidated appeal in In re Cornerstone Therapeutics Inc. Stockholder Litigation and Leal v. Meeks, the Delaware Supreme Court held that, regardless of the underlying standard of review (including in interested transactions...

In an opinion issued on May 4, 2015, Quadrant Structured Products Co., Ltd. v. Vertin, the Court of Chancery provided important guidance to distressed Delaware corporations and their creditors. Among other things, the Court (i) summarized...

In an order issued on March 6, 2015 in Friedman v. Khosrowshahi, the Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a breach of fiduciary claim relating to an alleged violation of Expedia’s stock incentive...

The past several years have seen the rise of so-called “appraisal arbitrage,” in which entities purchase shares after the announcement of the merger in order to pursue an appraisal claim. As a result, guidance from the Delaware...

Over the last several years, there has been a rise in so-called “appraisal arbitrage” – funds buying stock of a target company after announcement of a merger in order to pursue appraisal claims. Resulting litigation has raised...

In 2014, Section 8106(c) of Title 10 of the Delaware Code was enacted to permit contracting parties to specify a contractual limitations period of up to 20 years in written contracts involving at least $100,000. In the absence of such...

In an important ruling addressing the scope of Revlon duties and the Delaware courts’ reluctance to “blue pencil” contractual provisions, C&J Energy Services, Inc. v. City of Miami General Employees’ and Sanitation...

In the three days prior to Thanksgiving, the Court of Chancery issued seven written opinions and one oral ruling of importance to transaction planners. Although each opinion and ruling independently could be the subject of a detailed...

Under Delaware law, a less-than-majority stockholder may be deemed a controlling stockholder if it “exercises control over the business affairs of the corporation.” Two recent opinions from the Court of Chancery provide helpful...

In an opinion issued earlier this year, the Court of Chancery held RBC Capital Markets, LLC liable to stockholders of Rural/Metro Corporation for aiding and abetting the Rural directors’ breaches of fiduciary duties in connection with the sale...

On February 24, 2014, RF Micro Devices, Inc. and TriQuint Semiconductor Inc. announced a merger agreement under which the companies agreed to an all-stock “merger of equals.” Following the merger’s announcement, five lawsuits on...

The Delaware Court of Chancery recently issued a ruling that serves as an important reminder that following a merger, timely notice of the merger's effective date must be sent to any stockholder of record who has demanded appraisal. Failing to do so...

On April 13, 2014, the Corporation Law Section of the Delaware State Bar Association (the “DSBA”) was provided with proposed amendments to the Delaware General Corporation Law (the “DGCL”). On the same day, the...

In Kahn v. M&F Worldwide Corp. issued on March 14, 2014, the Delaware Supreme Court addressed “a question of first impression: what should be the standard of review for a merger between a controlling stockholder and its...

In a February 12, 2014 decision, the Court of Chancery held that a petitioner in an appraisal proceeding could not be compelled to accept “prepayment” of an appraisal award in order to stop the accrual of interest on the amount prepaid....

In a recent decision from Vice Chancellor Glasscock, ENI Holdings, LLC v. KBR Group Holdings, LLC, the Delaware Court of Chancery provided important guidance for drafters of contracts with respect to the use of survival clauses to shorten the statute...